SLEEP LADY SOLUTIONS AFFILIATE AGREEMENT

The Sleep Lady Solutions Affiliate Program (the “Program”) offered by Sleep Lady Solutions, LLC, (“Company”) is designed to reward companies and individuals who include certain materials and a link to Company’s website within those materials on their website to help in promoting Company products (“Affiliates”). The Program terms and conditions (“Affiliate Agreement”) contain important information about the Program, so please read them carefully. The Affiliate Agreement is a binding agreement between Affiliate and Company and will govern Affiliate’s participation in any and all Program offers. By participating in the Program, Affiliate agrees to be bound by the Affiliate Agreement, the Terms of Service and the Privacy Policy . Unless Affiliate agrees to the terms and conditions of the Affiliate Agreement in their entirety, Affiliate is not authorized to participate in the Program.

ELIGIBILITY

Application. To be eligible to participate in the Program, Affiliate must register through the Company website, sleeplady.com (“Company Site”), complete the online application form (“Program Application” ), and agree to be bound by the terms and conditions of this Affiliate Agreement. Company may accept or reject any Program Application in its sole discretion.

Business Status. If Affiliate is set up as a company, Affiliate must be a legitimate company in good standing and in compliance with any government registration or licensing requirements in the places where Affiliate conducts business. If Affiliate is an individual or sole proprietor, Affiliate must be 18 years or older. Company reserves the unconditional right to accept or deny any Affiliate who joins the Program on the Company Site at www.sleeplady.com (the “Enrollment Site”).

BINDING AGREEMENT

Affiliate accepts and agrees to be bound by the terms of the Affiliate Agreement, the Terms of Use, and the Privacy Policy, including terms of liability, disclaimer and any other terms as may be set by Company from time to time in connection with the Program. In all activities governed by the Affiliate Agreement, and specifically such activities relating to Affiliate’s promotion of Products, Affiliate will cooperate with Company and act in good faith.

HOW THE PROGRAM WORKS

Company will make available to Affiliate certain banner advertisements, button links, text links, and other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate may display Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit as long as Affiliate’s use is consistent with the terms and conditions of this Affiliate Agreement.

The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall include a link from the Promotional Materials to Company Site and conform to the following:

a. Affiliate may not use any graphic, textual or other materials to promote Company’s Site, products or services other than the Promotional Materials, unless Company agrees to those materials in writing prior to their display.

b. Affiliate may only use the Promotional Materials for the purpose of promoting and for linking to Company’s Site.

c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials provided by Company. If Affiliate wishes to modify the Promotional Materials, Affiliate must obtain prior written consent from Company.

d. The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company.

INTELLECTUAL PROPERTY

Company retains all right, ownership, and interest in the Promotional Materials, and in all copyrights, trademarks, or other intellectual property that may be incorporated into the Promotional Materials (“Company IP”). Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials or Company IP, except as expressly granted in this Affiliate Agreement and solely for the limited time and for the limited purpose of participating in the Program.

LICENSE

Limited to the purposes and under the terms and conditions set forth in this Affiliate Agreement, Company hereby grants to Affiliate a nonexclusive, nontransferable license to use the Promotional Materials and certain Company IP, but solely for the limited time and for the limited purpose of participating in the Program and to the extent that Affiliate’s use of Company IP and the Promotional Materials is consistent with this Affiliate Agreement (the “License”). This License shall terminate upon the expiration or termination of this Affiliate Agreement.

COMMISSIONS

a. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company will pay Affiliate a commission in the amount of a percentage of revenues received by Company from product sold to a user that accesses the Company Site as a direct result from an Affiliate website link, less any chargebacks, returns or refunds (“net proceeds”), as follows:

10% of net proceeds

This percentage is subject to change by the Company at any time. Notification to Affiliate of any change in commission percentage will be given by Company and sent to the email address provided in the Affiliation Program Application for Affiliate, unless Affiliate provides written notice of a contact information change.

b. Company will keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the affiliate page . Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified upon verification by Company within 30 days of receiving notice from Affiliate of the discrepancy.

c. Commissions are held for a period of 2 months from any purchase to protect Company in the event of any chargeback that may occur. Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the “Commission Payment Date”). If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $100.00, then such accrued and payable balance shall be held over to and added to the balance accrued in the following month Payment is made via the Affiliate PayPal account identified in the Program Application.

d. In the event that Company terminates this Agreement for Affiliate breach of contract, then any accrued and payable Commissions owed to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.

e. Conduct. Affiliates in the Program must comply with all laws and regulations governing unsolicited bulk electronic mail (“SPAM laws”). Any use by Affiliate of the link that may constitute a violation of SPAM laws “spam is expressly prohibited and will be grounds for immediate termination of the Affiliate account and exclusion from the Program. Company reserves the right, at its sole discretion, to prohibit any Affiliate from participating in any aspect of the Program if Company deems or suspects that the Affiliate has engaged in or has attempted to engage in any of the following: a) acting in violation of this Affiliation Agreement, Terms of Use or Privacy Policy or Program Terms and Conditions; b) damaging, tampering with or corrupting the operation of the Program or Site; c) acting with intent to annoy, harass, or abuse any other person; d) any inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; or e) activity deemed in the sole discretion of Company to be generally inconsistent with the intended operation of the Program. Company shall be the sole determiner in cases of suspected abuse, fraud, or breach of the Affiliate Agreement.

PAYMENTS

Requirements for Payment. Before receiving any commission payment, Affiliate must complete a W-9 tax form and provide any necessary tax information requested (such as a tax identification number). Company will collect all fees from sales for Products directly (“Affiliate Payments”).

Affiliate Payments will be made based upon the then-stated commission percentage of total of revenue generated from sales directly made through Promotional Materials by Affiliate (in a calendar year/cumulative) as set forth in this Affiliate Agreement and as may be amended from time to time.

Associated charges. Affiliate shall be responsible for payment of all taxes, duties, governmental charges and other like charges imposed upon Affiliate for Affiliate Payments. Affiliate is solely responsible for reporting such items on tax returns and paying any associated tax obligations. Affiliate shall indemnify, defend and hold Company harmless from and against any claims arising out or relating to all charges emanating from Company’s payment of Affiliate Payments.

Earnings Disclaimer. While Company has made every effort to accurately represent the terms of the Program and its potential to help an Affiliate earn Commission there is no guarantee that Affiliate will obtain results or earn any money from Company’s Affiliate Program and nothing on the Company Site or the Program constitutes a promise or guarantee of earnings.

PROHIBITED ACTIVITIES

Affiliate agrees not to associate Company, Company Products or the Program with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable. In the event that Company determines in its sole discretion that Affiliate has engaged in any prohibited activities, Company has the right, without notice, to remove Affiliate from the Program and forfeit any unpaid Affiliate Payments.

RELATIONSHIP OF PARTIES

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship, or employment relationship between the Parties. Affiliate is in no way an agent of Company and has no authority to enter into or bind Company to any agreement. . Affiliate is participating in the Program as a fully independent contractor and is responsible for any and all federal, state, local, and/or foreign income taxes and self-employment taxes, and any and all other federal, state, and local licensees, fees or taxes, or sales tax, including withholding taxes, social security taxes, and public liability and workman’s compensation insurance. Under no circumstances will Company be held liable for any actions or results of the Affiliate.

Affiliate’s Representations and Warranties

Affiliate represents and warrants the following:

a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
b. Affiliate’s website does not contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent, including any violent video game images; or
iv. Solicitous of any unlawful behavior

c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.

d. Affiliate will not use the Promotional Materials in any manner other than as set forth in the Affiliate Agreement.

e. Affiliate will not make any claim to ownership of the Promotional Materials, Company IP or of any other copyright, trademark, or other intellectual property interest of Company.

f. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement.

g. Affiliate will not register any domain name that incorporates Company’s marks, or that is confusingly similar to Company’s marks, including the company’s name, Product names or any associated logos, and will not engage in any activity that attacks, harms or dilutes Company’s marks.

h. Affiliate will not engage in the distribution of any unsolicited bulk emails that violate SPAM laws in any way that mentions or references Company or the Company Site.

Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

Indemnification. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold Company harmless for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

CONFIDENTIALITY.

Any information that Affiliate may receive or have access to by virtue of its relationship with Company under this Agreement, which is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

TERM AND TERMINATION.

This Agreement is effective immediately upon Company’s acceptance of Affiliate Application, and shall remain in full force and effect unless and until terminated pursuant to this Agreement. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party. Upon termination, Affiliate will remove all Promotional Materials from the Affiliate’s website. Upon termination and pursuant to the terms of this Agreement, Company will pay all commissions accrued as of the date of termination, unless commissions are forfeited due to Affiliate’s breach of contract.

SEVERABILITY.

If any provision of this Agreement is unenforceable for any reason, all other terms of this Agreement shall remain in full force and effect.

HEADINGS.

The headings for section herein are for convenience and shall not affect the meaning of the provisions of this Agreement.

AMENDMENTS.

Company may amend the terms of this Affiliate Agreement from time to time upon notice to Affiliates. Continued participation in the Program by Affiliates subsequent to a notice in change of terms and conditions of the Affiliate Agreement shall constitute assent to the amendments.

DISPUTE RESOLUTION.

This Agreement shall be governed by the laws of the State of Maryland, U.S.A, without giving effect to any principles of conflicts of law. In the event of a dispute between the Parties regarding this Agreement, any such disputes, controversies and claims arising out of or relating to this Agreement shall be settled through arbitration with the American Arbitration Association.

ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between Affiliate and Company, and supersedes any prior understanding or representation.

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